Notification Date – 20/09/2017
1. Short title and Commencement
[To be published in the Gazette of India, Extraordinary ,Part II, Section 3, SubSection (i)]
Ministry of Corporate Affairs
Notification
- Short title and Commencement.-
(1) These rules may be called the Companies (Restriction on number of layers) Rules, 2017.
(2) They shall come into force on the date of their publication in the official Gazette.
2. Restriction on number of layers for certain classes of holding companies
(1) On and from the date of commencement of these rules, no company, other than a company belonging to a class specified in sub rule (2), shall have more than two layers of subsidiaries:
Provided that the provisions of this sub-rule shall not affect a company from acquiring a company incorporated outside India with subsidiaries beyond two layers as per the laws of such country:
Provided further that for computing the number of layers under this rule, one layer which consists of one or more wholly owned subsidiary or subsidiaries shall not be taken into account.
(2) The provisions of this rule shall not apply to the following classes of companies, namely: –
(a) A banking company as defined in clause (c) of section 5 of the Banking Regulation Act 1949 (10 of 1949);
(b) A non-banking financial company as defined in clause (f) of Section 45_l of the Reserve Bank of India Act, 1934 (2 of 1934) which is registered with the
Reserve Bank of India and considered as systematically important non-banking financial company by the Reserve Bank of India;
(c) An insurance company being a company which carries on the business of insurance in accordance with provisions of the Insurance Act,1938 (4 of 1938)
and the Insurance Regulatory Development Authority Act, 1999 (41 of 1999);
(d) A Government company referred to in clause (45) of section 2 of the Act.
(3) The provisions of this rule shall not be in derogation of the proviso to sub-section (1) of section 186 of the Act.
(4) Every company other than a company referred to in sub-rule (2) existing on or before the commencement of these rules, which has number of layers of subsidiaries in excess of the layers specified in sub-rule (1) –
(i) Shall file, with the Registrar a return in Form CRL- 1 disclosing the details specified therein, within a period of one hundred and fifty days from the date of publication of these rules in the official Gazette;
(ii) Shall not, after the date of commencement of these rules, have any additional layer of subsidiaries over and above the layers existing on such date; and
(iii) Shall not, in case one or more layers are reduced by it subsequent to the commencement of these rules, have the number of layers beyond the number of layers it has after such reduction or maximum layers allowed in sub-rule (1), whichever is more.
(5) If any company contravenes any provision of these rules the company and every officer of the company who is in default shall be punishable with fine which may extend to ten thousand rupees and where the contravention is a continuing one, with a further fine which may extend to one thousand rupees for every day after the first during which such contravention continues.
3. Annexure
- 1[Form No: INC-1]
- Form No: INC-2
- 1[Form No: INC-3]
- Form No: INC-4
- 14[Omitted]
- 15[Form No: INC-6
- Form No: INC-7
- Form No: INC-8
- 10,11[Form No: INC-9]
- Form No: INC-10 :-Omitted
- 7[Form No: INC-11]
- Form No: INC-11A
- Form No: INC-11B
- 1[6[Form No: INC-12]]
- Form No: INC-13
- Form No: INC-14
- Form No: INC-15
- Form No: INC-16
- Form No: INC-17
- Form No: INC-18
- Form No: INC-19
- Form No: INC-20
22A.3[Form No: INC-20A] - Form No: INC-21 :-Omitted
- 1[Form No: INC-22]
- 2[Form No: INC-23]
- 1[Form No: INC-24]
- Form No: INC-25
27A.3[Form No: INC-25A] - 2[Form No: INC-26]
- Form No: INC-27
- Form No: INC-27A
- 12[Form No: INC-28
- Form No: INC-29
- Form No: INC-30
- Form No: INC-31
- 1[8[10,11[13[Form No: INC-32 PART-A]]]]
- 10,11[Form No: INC-33]
- 10,11[Form No: INC-34]
- 3[9[Form No: RD-1]]
- 3[9[Form No: RD GNL-5]]
- 4[Form No: INC-22A]
- 5[10,11[16[17[Form No:INC-35]]]
Amendment
1.Substituted by The Companies (Incorporation) Amendment Rules, 2018.
In Annexure,Form No: INC-1, Form No: INC-3, Form No: INC-12, Form No: INC-22, Form No: INC-24, Form No: INC-32 shall be substituted.
- Substituted by the Companies (Incorporation) Second Amendment Rules, 2017.
In Annexure,Form No:INC-23 and Form No:INC-26 shall be substituted
- Inserted by the Companies (Incorporation) Fourth Amendment Rules, 2018.
4.Inserted by the Companies (Incorporation) Amendment Rules, 2019 dated 21.02.2019
5.Inserted by the companies (Incorporation) Third Amendment Rule,2019 dated 29.03.2019
- Substituted by the Companies (Incorporation) 6th Amendment Rules, 2019 Amendment Effective from 15th August 2019.
In Annexure, Form No: INC-12 shall be substituted.
- Substituted by the Companies (Incorporation) 6th Amendment Rules, 2019 Amendment Effective from 15th August 2019.
In Annexure, Form No: INC-11 shall be substituted.
- Substituted by the Companies (Incorporation) 6th Amendment Rules, 2019Amendment Effective from 15th August 2019.
In Annexure, Form No: INC-32 shall be substituted.
- Substituted by the Companies (Incorporation) 7th Amendment Rules, 2019 dated 28.08.201
In Annexure, Form No: RD-1 & Form No: RD GNL-5 shall be substituted.
- Substituted by The Companies (incorporation) Amendment Rules, 2020 Dated 06th February,2020. Amendment Effective from 15th February, 2020.
In Annexure, e-1[8[Form No: INC-32]], Form No: INC-9, Form No: INC-33, Form No: INC-34& e- 5[Form No:INC-35] shall be substituted.
- Substituted by The Companies (Incorporation) Amendment Rules, 2020. Dated 18.02.2020 Amendment Effective From 23.02.2020
In Annexure, e-1[8[Form No: INC-32]], Form No: INC-9, Form No: INC-33, Form No: INC-34& e- 5[Form No:INC-35] shall be substituted.
12.Inserted by The Companies (lncorporation) second Amendment Rules, 2020. Dated 12.03.2020
in Form No.INC-28, in serial number 5, in clause (a) after sub-clause (ii), the following shall be inserted, namely :-
(iii) Section of Insolvency and Bankruptcy Code, 2016 under which order passed.
- Substituted by the Companies (Incorporation) Third Amendment Rules,2020 Dated 24.12.2020
in form SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus FORM NO. INC-32), for Part –A,
the following shall be substituted namely;
PART-A
1[8[10,11[Form No: INC-32]]]
14.Omitted by the Companies (Incorporation) Second Amendment Rules,2021 Amendment Effective From 1st April 2021
Form No: INC-5
15.Substituted by the Companies (Incorporation) Second Amendment Rules,2021 Amendment Effective From 1st April 2021
Form No: INC-6
- Inserted by the Companies (Incorporation) Third Amendment Rules, 2021
in Form INC-35, Part of Spice+, in serial number 12, at the end of the Table (A), the following shall be inserted namely;-
Do you wish to perform Aadhar authentication for GSTIN registration.
O Yes O No
- Substituted by the Companies (Incorporation) Fourth Amendment Rules,2021 Amendment Effective From 07th June 2021
Form No: INC-35
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